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Legal Services Agreement

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LEGAL SERVICES AGREEMENT

This Legal Services Agreement ("Agreement") is made and entered into as of Effective Date: , by and between Client Name: with primary address , and Attorney/Firm Name: with primary address .

RECITALS

WHEREAS, Client seeks legal representation and advice in connection with the matter described as: (the "Matter"); and

WHEREAS, Attorney represents that Attorney is duly authorized and qualified to provide legal services in the jurisdictions relevant to the Matter and has agreed to represent Client on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the provision of legal services for the Matter.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. ENGAGEMENT

1.1 Engagement. Client hereby retains Attorney, and Attorney accepts such engagement, to provide legal services in connection with the Matter as described in Section 2 below. Attorney shall perform legal services consistent with applicable professional standards.

2. SCOPE OF SERVICES

2.1 Scope. Attorney will provide legal services reasonably necessary in connection with the Matter, which may include advice, drafting of documents, negotiation, court appearances, and other representation as agreed in writing. Services not expressly within the scope set forth below shall require a written amendment to this Agreement.

3. FEES, RETAINER, AND BILLING

3.1 Fee Arrangement. Client shall pay Attorney for legal services as follows (select applicable arrangements and provide amounts where indicated):

Hourly rate at $ per hour;

Flat fee of $ for the Matter;

Contingency fee of % (contingency arrangements must be described in a separate contingency fee agreement).

3.2 Retainer. Client shall pay a retainer in the amount of $ to be held in Attorney's trust account and applied to fees and costs. Retainer replenishment shall be required as reasonably requested by Attorney.

3.3 Billing and Payment. Attorney will render invoices monthly (or at other agreed intervals). Client shall pay invoiced amounts within days of receipt. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client is responsible for all reasonable costs and disbursements advanced by Attorney.

4. COSTS AND EXPENSES

Client shall reimburse Attorney for all reasonable out-of-pocket costs and expenses incurred in connection with the Matter, including but not limited to filing fees, expert fees, courier charges, travel, and deposition costs. Attorney may require payment of such costs in advance. Costs not paid within the period specified in Section 3.3 may be advanced from the retainer.

5. CLIENT COOPERATION

Client agrees to cooperate with Attorney, to provide truthful and complete information and documents in a timely fashion, and to attend meetings, depositions, hearings, or trial as requested. Failure to cooperate may constitute a material breach permitting termination under Section 9.

6. CONFIDENTIALITY AND ATTORNEY-CLIENT PRIVILEGE

Attorney shall maintain in confidence all information obtained from Client in the course of the engagement, subject to the attorney-client privilege and applicable professional obligations. Client acknowledges that communications with Attorney are privileged, and agrees that Attorney may disclose confidential information when required by law or professional rules, or to the extent necessary to carry out the representation.

7. CONFLICTS OF INTEREST

Client represents that Client is not aware of any conflict of interest that would preclude Attorney's representation. If a conflict becomes apparent, Attorney will notify Client and take appropriate action in accordance with professional rules. Client consents to Attorney's representation of other clients whose interests do not materially conflict with those of Client.

8. FILES AND RECORDS

Attorney shall maintain the file related to the Matter. Original documents provided by Client will be returned upon request. Attorney may dispose of the file after years following conclusion of the Matter unless otherwise instructed by Client or required by law. Client may request copies of the file upon reasonable notice and payment of reasonable copying costs.

9. TERMINATION

Either party may terminate this Agreement upon written notice to the other. Upon termination, Client shall pay Attorney for all services rendered and costs incurred through the date of termination, plus any reasonable wind-up fees. Termination does not affect Client's obligation to pay outstanding invoices or reimburse costs incurred prior to termination.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

Client shall indemnify and hold Attorney harmless from and against any liability, loss, cost or expense (including reasonable attorneys' fees) arising from Client's misrepresentations or from third-party claims relating to Client's acts or omissions in connection with the Matter, except to the extent caused by Attorney's gross negligence or willful misconduct.

Except for liability arising from gross negligence, willful misconduct, or breach of fiduciary duty, Attorney's liability to Client for any claim arising out of this Agreement or Attorney's services shall be limited to the total amount of fees actually paid by Client to Attorney under this Agreement for the Matter.

11. DISPUTE RESOLUTION

The parties shall endeavor in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation. If negotiation is unsuccessful, the parties agree to participate in nonbinding mediation administered in the governing jurisdiction. If mediation does not resolve the dispute, any unresolved controversy or claim shall be finally resolved by binding arbitration conducted in accordance with the laws of the governing state specified in Section 14. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

12. NOTICES

All notices required or permitted under this Agreement shall be given in writing and delivered by hand, certified mail (return receipt requested), or overnight courier to the addresses set forth below or to such other address as either party may designate by written notice.

13. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of without regard to its choice-of-law principles.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. MISCELLANEOUS

16.1 Assignment. Neither party may assign its rights or delegate its duties under this Agreement without the other party's prior written consent, except that Attorney may associate other attorneys or law firms to assist in the representation.

16.2 Professional Conduct. Attorney shall comply with applicable rules of professional conduct. Nothing in this Agreement shall be construed to limit Client's rights under such rules.

Client:

By:

Date:

Attorney/Firm:

By:

Date:

Enter text✕

What a Legal Services Agreement Is and When It Applies

A Legal Services Agreement is a written contract between a lawyer or law firm and a client that sets the scope of representation, fee arrangements, billing terms, confidentiality, termination rights, and governing law. It documents client instructions, limits liability where permitted, and defines deliverables, timelines, and payment terms. The agreement reduces ambiguity about responsibilities and evidences mutual consent; it may be executed electronically when it meets U.S. e-signature requirements under ESIGN (15 U.S.C. ch. 96) and state law such as UETA or New York's ESRA.

Why a Clear Engagement Agreement Matters for Legal Work

A clear Legal Services Agreement allocates risk, documents fees and scope, and creates an enforceable record of consent. Properly drafted terms help avoid fee disputes, preserve client confidentiality obligations, and support compliance with consumer disclosure rules where required under ESIGN and state law.

Why a Clear Engagement Agreement Matters for Legal Work

Who Typically Prepares and Signs This Agreement

Typical parties include law firms, solo practitioners, corporate legal departments, and the individual or corporate client entering representation.

  • Law firms and solo attorneys handling client intake, fee terms, and conflict checks for each engagement.
  • Corporate legal departments that centralize vendor terms and require standardized engagement language for outside counsel.
  • Individuals and business clients who require clear fee arrangements, deliverables, and termination provisions before services begin.

Different users bring different needs: firms focus on billing and conflicts, in-house counsel on scope alignment, and clients on cost and outcome clarity.

Essential Elements to Include in a Professional Agreement

A comprehensive Legal Services Agreement groups core terms so both parties understand obligations, timelines, and remedies; consistent structure reduces later disputes and supports enforceability.

Scope of Services

Describe deliverables and excluded tasks with specificity, including phases and milestones, to avoid scope creep and billing disagreements during representation.

Fees and Billing

Specify fee basis (hourly, flat, contingency), retainer amounts, billing intervals, interest on late payments, and expense reimbursement procedures to prevent misunderstandings.

Confidentiality

State client confidentiality obligations, exceptions required by law, and any limited information-sharing permissions needed for third-party vendors or experts.

Conflicts and Disclosures

Describe prior conflicts checks, how new conflicts will be handled, and any consents or waivers the client must provide to proceed.

Termination Rights

Detail grounds for termination, notice periods, work-in-progress handling, and final accounting or return of client property upon conclusion.

Dispute Resolution

State governing law, venue, and whether disputes will use arbitration, mediation, or court proceedings, plus any fee-shifting or arbitration rules.

Step-by-Step: Completing and Executing the Agreement

Follow a consistent sequence to prepare, agree, and retain the executed engagement to reduce errors and ensure legal validity.

  • 01
    1. Gather information: Collect names, addresses, and fee approvals.
  • 02
    2. Draft terms: Use a template and insert scope, fees, and dates.
  • 03
    3. Review and negotiate: Confirm changes with all parties and obtain approvals.
  • 04
    4. Sign and retain: Execute signatures and save the final agreement securely.

Configure an Online Signing Workflow

Configure fields and authentication before sending to ensure correct signing order, data capture, and storage location in your e-sign system.

Template field and configuration settings Create a reusable template with preplaced signature and data fields.
Signer authentication and access controls Require email, SMS code, or stronger authentication as needed.
Conditional and required fields Use conditional logic to show only relevant fields to each signer.
Automatic reminders and deadlines Set reminders and expiration windows to accelerate completion.
Storage folder and retention Route executed copies to designated folders and apply retention tags.

How to File, Send, and Track the Executed Agreement

A clear digital workflow reduces turnaround time and creates an auditable trail from preparation through final execution and archive.

  • Upload document: Add the executed template or draft to the signing platform.
  • Place fields: Insert signature, date, and data capture fields where required.
  • Add signers: Enter signer names, emails, and signing order.
  • Send and monitor: Send invites and monitor completion with an audit log.

Technical Requirements for Digital Execution

Confirm supported file formats, signer authentication, and audit-trail requirements before e-execution to ensure admissibility.

  • File formats: PDF, DOCX supported
  • Authentication: Email, SMS, or higher
  • Integrations: Salesforce, NetSuite, Google

Common Dates and Payment Timelines to Include

Specify all time-sensitive items so billing and deliverables are unambiguous and enforceable when needed.

Initial retainer payment due upon signing:

Retainer amount and payment method specified clearly.

Billing cycle and invoice due date:

Monthly or biweekly invoices; net payment terms stated.

Deliverable milestone target dates:

List dates for key filings or drafts to set expectations.

Retainer replenishment schedule if applicable:

Trigger and amount for replenishing retainer disclosed.

Notice period for termination by either party:

Commonly 14–30 days unless otherwise agreed.

Key Milestones from Engagement to Close

Track numbered stages from signing through final billing so both parties have a shared timeline for delivery and closeout.

01

Engagement Signed

Agreement executed and retainer received where required.

02

Work Commences

Lawyer begins work per scope and records hours.

03

Major Deliverable

Client receives negotiated deliverable or filing.

04

Final Invoice and Closeout

Final accounting provided and client property returned.

Frequent Preparation Errors to Avoid

  • Vague scope language that omits excluded services, which later produces disputes over additional work and billing adjustments.
  • Incomplete fee descriptions that leave retainer handling, billing intervals, and expense reimbursement ambiguous for client and counsel.
  • Incorrect signer authority where a signer lacks corporate signatory power, risking unenforceability or later ratification disputes.
  • Failure to include governing law and dispute resolution terms, which increases litigation costs and forum uncertainty for both parties.

Consequences of an Incorrect or Missing Agreement

Fee disputes: Collection difficulty
Malpractice risk: Increased liability exposure
Unenforceable terms: Court may refuse enforcement
Client confidentiality breach: Regulatory penalties possible
HIPAA exposure: Fines if PHI mishandled
Tax withholding errors: Potential IRS penalties

eSignature Pricing and Feature Snapshot for Legal Agreements

Compare entry pricing and core capabilities across common e-sign providers; signNow is listed first per comparative conventions and plan details vary by billing cycle and plan tier.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes (Business Premium) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA available) Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Security and Compliance Features to Consider

Encryption in transit: TLS 1.2/1.3
Encryption at rest: AES-256
Certifications: SOC 2 Type II
Health data: HIPAA (BAA required)
FDA electronic records: 21 CFR Part 11 compliance
International standards: ISO 27001

Frequently Asked Questions About Legal Services Agreements

Answers to common questions on enforceability, e-sign use, notarization, witnessing, revocation, and storage for Legal Services Agreements.


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